Ownership Limitations and Governance Requirements for Security-Based Swap Clearing Agencies, Security-Based Swap Execution Facilities, and National Securities Exchanges With Respect to Security-Based Swaps Under Regulation MC

In accordance with Section 765 ("Section 765') of Title VII ("Title VII') of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act'), the Securities and Exchange Commission ("SEC' or "Commission') is proposing Regulation MC under the Securities Exchange Act of 1934 ("Exchange Act') for clearing agencies that clear security-based swaps ("security-based swap clearing agencies') and for security-based swap execution facilities ("SB SEFs') and national securities exchanges that post or make available for trading security-based swaps ("SBS exchanges'). Regulation MC is designed to mitigate potential conflicts of interest that could exist at these entities. Specifically, the Commission seeks to mitigate the potential conflicts of interest through conditions and structures relating to ownership, voting, and governance of security- based swap clearing agencies, SB SEFs, and SBS exchanges.